Thoma Bravo Fund XV, L.P. managed by Thoma Bravo, L.P. entered into a definitive agreement to acquire Ping Identity Holding Corp. (NYSE:PING) from Vepf VI FAF, L.P., Vista Equity Partners Fund VI-A, L.P. and Vista Equity Partners Fund VI, L.P. managed by Vista Equity Partners Management, LLC, Senvest Management, LLC and others for approximately $2.7 billion on August 2, 2022. Thoma Bravo will acquire the shares of Ping Identity at $28.5 per share. Thoma Bravo anticipate that the total funds needed to complete the Merger and the related transactions will be approximately $2.8 billion, which will be funded via equity financing. The all-cash transaction is valued at an Enterprise Value of approximately $2.8 billion. Thoma Bravo have secured committed financing which is subject to customary terms and conditions, consisting of equity financing from the Fund, the aggregate proceeds of which will be sufficient for Parent to pay the aggregate merger consideration and all related fees and expenses of Ping Identity. Upon completion of the transaction, Ping Identity's common stock will no longer be listed on the New York Stock Exchange and Ping Identity will become a privately held company. The Company will remain headquartered in Denver, Colorado. Ping Identity will be required to pay Thoma Bravo a termination fee equal to $78,000,000. The transaction is subject to customary closing conditions, including approval by Ping Identity shareholders, regulatory approvals and the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Act, certain other approvals and clearances by government authorities, and other customary conditions for a transaction. Stockholders of Ping Identity Holding will hold a special meeting on October 17, 2022 to approve the transaction. On October 17, 2022, stockholders of Ping Identity Holding approved the transaction. The transaction, which was unanimously approved by the Ping Identity Board of Directors, is expected to close in the fourth quarter of 2022. As of October 17, 2022, the transaction is expected to close on October 18, 2022. Goldman Sachs & Co. LLC is acting as exclusive financial advisor as well as fairness opinion provider and Daniel Wolf, P.C.; David M. Klein, P.C. and Chelsea N. Darnell of Kirkland & Ellis LLP served as legal advisor to Ping Identity. Joshua M. Zachariah, David E. Johanson and Joseph C. Theis of Goodwin Procter LLP is serving as legal counsel to Thoma Bravo. Susie Choi and Christina Lema of Kirkland & Ellis LLP acted as legal advisor to Vista Equity. D.F. King & Co., Inc. is acting as proxy solicitor to Ping Identity for a fee of approximately $17,500. American Stock Transfer & Trust Company, LLC is acting as transfer agent for shares of Ping Identity. Steve L. Camahort of Paul Hastings LLP is acting as legal advisor to Goldman Sachs & Co. LLC, who is acting as financial advisor to Ping Identity Holding Corp. (NYSE:PING) in connection with its $2.8 billion all-cash acquisition by Thoma Bravo, L.P.

Thoma Bravo Fund XV, L.P. managed by Thoma Bravo, L.P. completed the acquisition of Ping Identity Holding Corp. (NYSE:PING) from Vepf VI FAF, L.P., Vista Equity Partners Fund VI-A, L.P. and Vista Equity Partners Fund VI, L.P. managed by Vista Equity Partners Management, LLC, Senvest Management, LLC and others on October 18, 2022. Ping Identity's common stock has ceased trading and will be delisted from the New York Stock Exchange. David A. Breach, Michael Fosnaugh, Martin Taylor, Rod Aliabadi, Andre Durand, Diane Gherson, Paul Martin, John McCormack, Yancey L. Spruill, Vikram Verma and Anil Arora each resigned from the Board of Directors of Ping Identity.